Amendment of Bylaws and Board Resolutions Sample Clauses

Amendment of Bylaws and Board Resolutions. As of the Closing, Southern States shall have amended its Bylaws to the extent any such amendment shall be necessary to carry out the intent of this Section 9.4 and Section 14.1, and its Board of Directors shall have adopted appropriate resolutions, to provide for (i) the establishment and maintenance for up to two years following the Closing of a separate allocation unit of Southern States for the operation of the retail facilities of the Inputs Business for purposes of operations and patronage; and (ii) the addition of six (6) seats on the Southern States Board of Directors to proportionately represent the members who will be served by Southern States through its acquisition of the Purchased Assets and its operation of the Inputs Business. Southern States will provide that initially the six additional seats on its Board of Directors will be filled for staggered terms by designees of Gold Xxxx serving on the Gold Xxxx Board of Directors. A copy of such Bylaws as proposed to be amended to the extent necessary for this Section 9.4 and Section 14.1 and proposed resolutions referred to above are attached to this Agreement as Schedule 9.4.
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Related to Amendment of Bylaws and Board Resolutions

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • Board Resolutions The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the transfer of the Purchased Shares to the Purchaser (or its nominee) at Closing; and the appointment of such persons as directors and/or officers of the Company as the Purchaser may request prior to Closing.

  • Certified Resolutions A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

  • Amendment of Bylaws In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Board Resolution The term “

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • Certificate of Incorporation, Bylaws, and Minute Books Copies of the Certificate of Incorporation and of the other corporate documents of Concept X which will be delivered to GMEC are true, correct and complete copies thereof. The minute books of Concept X which will be made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of Concept X since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation; Bylaws; Directors and Officers (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware Law and such Certificate of Incorporation.

  • Ratification and Incorporation of Original Indenture As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

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